Welcome to our dedicated page for Commerce.com SEC filings (Ticker: CMRC), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Commerce.com, Inc. filings document operating results, governance matters and capital-structure disclosures for a Nasdaq-listed commerce software company. Form 8-K reports include quarterly and annual financial results, business outlook updates, workforce realignment costs, executive and management changes, and the company’s completed name change from BigCommerce Holdings, Inc.
CMRC regulatory records also cover the company’s Series 1 common stock, Series A Junior Participating Preferred Stock and preferred stock purchase rights established under a rights agreement. Proxy materials describe shareholder voting matters, board governance, executive compensation and equity-award disclosures tied to the company’s public-company reporting obligations.
Commerce.com, Inc. reported first quarter 2026 revenue of $86.8 million, up 5% from a year ago, driven by subscription and partner services. Annual revenue run-rate reached $359.8 million, up 3%, while Gross Merchandise Volume was $8.3 billion, up 14%.
The company delivered a GAAP net income of $3.7 million versus a net loss in the prior-year period, and non-GAAP net income of $10.4 million, or 12% of revenue. Adjusted EBITDA was $13.8 million, a 15.9% margin. Operating cash flow improved sharply to $18.4 million, producing free cash flow of $14.1 million.
For Q2 2026, Commerce.com expects revenue between $84.5 million and $85.5 million and non-GAAP operating income between $4 million and $5 million. For full-year 2026, it guides to revenue of $347.5 million to $369.5 million and non-GAAP operating income of $34 million to $53 million.
Rezolve AI plc proposes a business combination with Commerce.com and presents a solicitation-style communication arguing Commerce.com has lost ~96% of its post-IPO value and shows weak metrics: 3% recent revenue growth and a 1.5% 2026 forecast. The communication criticizes Commerce.com's Board for rejecting a proposed acquisition and adopting a poison pill, and positions a combined Rezolve–Commerce business as a scaled AI-driven commerce platform with 60,000 storefronts, a baseline of $700M+ combined revenue and projected AI-driven market opportunity of $144B by 2029.
The filing contains customary forward-looking disclaimers and urges shareholders to review any future proxy or registration materials filed with the SEC.
Commerce.com Inc reports institutional ownership disclosure by Vanguard Portfolio Management. Vanguard Portfolio Management reported beneficial ownership of 4,773,103 shares of Commerce.com Inc common stock, representing 5.8% of the class as of 03/31/2026. The filing states Vanguard has sole dispositive power for the 4,773,103 shares and sole voting power for 211,087 shares. The filing is signed on 04/29/2026.
Rezolve AI presented its proposal to combine with Commerce.com, arguing the deal would create a pro forma company with "over $700 million" in 2026 revenue by layering Rezolve's AI-native Brain Suite and RezolvePay across Commerce.com's ~60,000 merchants. Rezolve cited 2025 results: $46.8M GAAP revenue, $19.4M December monthly revenue (annualized $232M), 232M contracted 2026 revenue and raised full-year guidance to $360M. Management framed Commerce.com's board adoption of a shareholder rights plan as defensive and argued the combination would accelerate monetization, margins, and scale. The call reiterated risks and customary forward-looking disclaimers.
Rezolve Ai criticized Commerce.com's Board for adopting a stockholder rights plan, calling it an entrenchment tactic that would dilute shareholders and block a proposed exchange offer. Rezolve Ai cites a $11.00 analyst target, $232 million contracted 2026 revenue and $360 million full-year guidance, and warns shareholders the Board presided over a 96% post-IPO peak decline. Rezolve Ai plans an investor call and said it is reviewing the Rights Plan and Commerce.com's forthcoming Form 8-K.
Commerce.com, Inc. adopted a limited-duration stockholder rights plan in response to an unsolicited acquisition proposal from Rezolve Ai PLC that the Board concluded significantly undervalues the company. The Rezolve Ai offer proposed one Rezolve Ai share for every two Commerce.com shares, implying a 47% discount to Commerce.com’s share price based on Rezolve Ai’s $2.88 closing price on April 7, 2026.
Under the Rights Agreement, stockholders of record on April 27, 2026 receive one right for each common share. If any holder reaches 10% ownership, or 20% for a Passive Institutional Investor, without Board approval, each right (other than those of the acquirer) lets holders buy shares valued at twice the $13.00 exercise price, causing heavy dilution to an unapproved acquirer. The plan expires on April 12, 2027 unless earlier redeemed or exchanged.
Rezolve Ai announced an investor call to present a proposed combination with Commerce.com and to outline the business case for a combined AI-native commerce platform. Rezolve cites $232 million in contracted revenue for 2026 and raised full-year guidance to $360 million, projecting 7.5x year-over-year growth for 2026; Commerce.com is guiding about 1.5% revenue growth. The company says integrating Rezolve's Brain Suite and RezolvePay with Commerce.com's merchant network could accelerate its payment-rail rollout and monetization, though the transaction is described as a proposal and remains subject to shareholder and regulatory approvals.
Rezolve Ai PLC set out an acquisition proposal to obtain Commerce.com by offering one Rezolve Ai share for every two Commerce.com shares and said Commerce.com's board rejected the proposal. Rezolve characterized Commerce.com's standalone outlook as weak, highlighting its own claimed 7.5x year‑on‑year revenue growth and that 64% of 2026 target is contracted; Rezolve also contrasted Commerce.com's cited 3% growth and guidance as low while noting Commerce.com's stock has declined sharply.
Rezolve Ai plc has made a public acquisition proposal to Commerce.com shareholders after alleging the Commerce.com board rejected an earlier 1-for-1 exchange. Rezolve now offers two Commerce.com shares for one Rezolve Ai share, saying this limits Rezolve dilution to under 10% and claims combined revenues would exceed $700 million.
The letter highlights Rezolve's reported $46.8 million FY2025 revenue, a $232 million annualized run rate, raised 2026 guidance of $360 million, and asserts Commerce.com has an installed base of 60,000 online stores. Rezolve states it will file additional SEC materials about the proposal.